Amendment to Senior Advisor Agreement
Chart Industries, Inc. ("Chart"), Baker Hughes Company ("Baker Hughes") and Jillian C. Evanko entered into an amendment to their Senior Advisor Agreement. The amendment terminates Ms. Evanko's services as Senior Advisor as of the Service End Date, with no further Senior Advisor Fee accruing after this date. Chart will pay Ms. Evanko a fixed fee of $8,000,000, subject to the terms of the Senior Advisor Agreement, including the consummation of a merger and Ms. Evanko's continued compliance with restrictive covenants. Ms. Evanko will have thirty (30) days following the consummation or termination of the Merger Agreement to exercise vested options. The amendment also includes mutual releases between the parties concerning "Covered Matters," which relate to Ms. Evanko's board appointments and service during the Senior Advisor Term. Both Chart and Baker Hughes, and Ms. Evanko, release each other from claims arising from Covered Matters on or before the amendment date, with certain exceptions. The parties also agree not to make disparaging statements about each other. Baker Hughes consents to Chart entering into this amendment.